On Lines & Inner Nets, Publicly Recorded

Supreme Court, in Big Leap, Plans to Put Filings Online – NYTimes.com

“Information Wants To Be Free”

Stewart Brand circa 1984

WASHINGTON The Supreme Court will soon join other federal courts in making briefs and other filings available electronically, Chief Justice John G. Roberts Jr. announced Wednesday. The changes will come “as soon as 2016.” 

Chief Justice Roberts explained the court’s approach to technological change saying that judges had a special obligation to move more slowly than the rest of society.

SCOTUSI suppose it takes time to realize the benefits and then decide it is best to change and catch up with the rest of society, but the federal district courts have been using online electronic filing with public accessable court records online for over a decade. PACER (Public Access to Electronic Court Records) began in 1988 (library terminal access only) and was available on the World Wide Web in 2001. 

Although PACER is outdated and charges a ridiculous fee of .10 a page, Minnesota’s courts are still trapped somewhere in the 1980s with absolutely no online access to court filings available to the public. There is no electronic access to actual court filings available (as opposed to the currently available online records, which are limited to only court dockets via MNCIS or just the “index” or “Table of Contents” of a case’s filings–you can see something was filed but not  what that something actually is!) unless you go to a public terminal at a courthouse.

I have yet to hear a worthwhile reason that supports restricting access to public records to only courthouses rather than making them readily available to all via the internet (and for free-unlike PACER). Maybe it is to encourage people to visit their local courthouses on more than a only-when-legally-mandated basis?

The rest of the SCOTUS NY Times story can be read via this link Supreme Court, in Big Leap, Plans to Put Filings Online – NYTimes.com.

FOR MORE RECENT PUBLIC RECORDS NEWS SEE:

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Legally Educated, Litigation of Business | Business of Litigation

Risky Business—Why you Operate as an LLC or Corporation

“Whenever you see a successful business, someone once made a courageous decision.” ― Peter F. Drucker, Getting Started

Every new venture is as unique as the people trying to start it up and each new business has its own distinct needs and challenges. One thing they all have in common is the people who are willing to take risks.

There are few universal truths in anything , but one that runs through all businesses, is to make sure your personal assets are not at stake. In order for a new business to have the best chance of succeeding, it must start with a rock solid foundation that allows it to take risks and hopefully reap great rewards. In case the risk does what it is inclined to do, there must be built in protection for the risk-taking owners’ personal assets. The key to that protection is to form a business entity to run under before the first Open sign is hung.

Some for You & Some for Me

Law_Firm_ImageMost people that call me about starting up a new business already understand that running it as corporation (Inc.) or a limited liability company (LLC) is what they must do to protect their personal assets. If the business is organized as a corporation or LLC, the possibility of the owners being personally responsible for the business’s debts and liabilities is much diminished. The best way to build in this protection is to take advantage of the liability shields authorized under state law. These laws, usually statutory, authorize the creation of a separate legal entity to conduct business through that will bear the burdens that may befall. On the flip side, the Inc./LLC also bears the benefits, which the government is happy to see created since it gets to relieve you of some of the burdens of those benefits, i.e., taxes.

Personally Protected

The owners of a corporation or LLC can be protected from personal liability for the business’s debts as long as the business is formally organized, operated and maintained under their state’s laws governing businesses. This personal liability protection is commonly called a “liability shield” or “corporate shield” and can be extremely valuable if the new business does not do well.

For instance, if a business has one deal go wrong at the worst time possible (when else does it happen?) it could be financially ruinous to the company. It may force the business to file for bankruptcy. Or if things are bad enough, two or more creditors could file petition for an involuntarily bankruptcy against your company, forcing your business into bankruptcy court so the creditors would have a better chance of recouping what they are owed (at least some). Under either of these scenarios, if the liability shield has been maintained so it is intact and enforceable, your business’s creditors would be unable to get a judgment against the you as the owner personally. This helps to encourage people to take chances and start businesses, something the government sees as a valuable to society.United_States_Bankruptcy_Court_Seal

Doing it for Themselves

A number of businesses I represent seem to be increasingly formed without a lawyer’s assistance. Especially by anyone who has been involved with the ownership of an incorporated/organized small business (or LLC) before. In law school, my Corp Prof explained how you only had to fill out a few lines on a postcard, check a couple of boxes and then pay a fee to form a Minnesota corporation, I was flabbergasted! (Yeah, I said a postcard. And flabbergasted. At the time, the form was the size of a large postcard. And the State didn’t have many decent or useful websites either. I don’t have any excuse for flabbergasted).

Flying Solo

For a single owner just going out and doing her own thing, forming a corporation or LLC in Minnesota is easy and can be done without a lawyer. In fact, the page, “Starting a Business or Nonprofit” at the Minnesota Secretary of State’s website, that has some great information for startups, only mentions the word “lawyer” once, the same number of times it uses “accountant.” If you have the right forms from the Secretary of State, a link to the business filing website and a credit card that is about all you will need (You can use your checkbook, a stamp and a paper application, but it is on 81/2” X 11″ paper—larger than a postcard).

Multiples Need Counsel

If there is more than one owner, I always recommend getting an attorney involved. Usually to make sure the new business gets an operating agreement, control agreement or a buy-sell agreement in place right away that will define the owners’ mutual rights and responsibilities and address how any future disputes will be addressed and handles (a business prenup). After all, business partners get along great when they are broke and just opening the doors to an exciting, promising and unknown future. The fussing and feuding never starts until after they taste some success, want more and ain’t gonna share. Once that point is reached, it can be impossible to agree on anything, let alone how to resolve any disputes like the one going on now!

Here are some more resources to help you startup your Minnesota business so it has a solid foundation and you can feel a bit better about the risks you want to take.

Governmental Resources With More Information

 

Organizing. Planning. Financing. Licensing. Hiring. Managing. Growing.

The Minnesota Department of Employment & Economic Development’s Division’s Small Business Assistance’s website maintains a handy directory of license and permit information. SMALL BUSINESS ASSISTANCE” also puts put out numerous helpful publications for the new business, including an awesome book everyone thinking about starting a business in Minnesota should have, and it is even more awesome as a digital download: “A Guide to Starting a Business in Minnesota.” Simply essential.

In order to pay for all the awesomeness, we cannot forget about the really useful tax info (forms, schedules, instructions, etc.) at the websites for Uncle Sam and Aunt Minnie.

The Three Ds:

DEPARTMENT OF EMPLOYMENT & ECONOMIC DEVELOPMENT or DEED (MN Unemployment Insurance Program);

DEPARTMENT OF LABOR & INDUSTRY affectionately called DOLI (pronounced “Dolly”)(Worker’s Compensation & Trades Licensing for Boiler operators, Building officials, Contractors, Electricians, Elevators and more!); and last but not least:

DEPARTMENT OF COMMERCE (Licensing info for Banks, Credit Unions, Insurance, Securities, you know “commerce” stuff).

Now go forth and start your own business! (and if you get sued, I know this guy that’s a business litigator . . . I think this is that lawyer’s website).

 

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Constitutionally Civil Rights, Litigation of Business | Business of Litigation, On Lines & Inner Nets, Publicly Recorded

Alabama’s Priores Sustineo of a Blogger

Blogger and Contemptner Roger Shuler“I was the only jailed journalist in the Western Hemisphere for 2013”

After spending five months locked up for contempt of court, an Alabama blogger was released from the Shelby County jail on March 26, 2014. Roger Shuler writes and publishes a blog on Alabama law and politics called “Legal Schnauzer.” He had been accused of defamation and was ordered to stop writing about a prominent Alabama attorney, Robert R. Riley, the son of a former Alabama Governor. Mr. Riley was rumored to be planning a run for Congress at the time.

  • SHUT UP, SHULER!

Mr. Shuler asserted he was never personally served with the Court’s “gag order” and had continued writing about the potential future congressman. Mr. Shuler’s posts alleged Mr. Riley was having an extra-martial affair and impregnated a local lobbyist named Liberty Duke (can’t make this up). Mr. Riley filed a Petition with the Court and requested Mr. Shuler and his wife be locked up for violating the Court’s Orders by continuing to post defamatory statements.

  • LOCKED UP

Shortly after Mr. Shuler was jailed in late October 2013, the Reporters Committee for Freedom of the Press (RCFP), a non-profit legal assistance organization, sent a letter to the presiding Judge. The RCFP’s letter requested The Honorable Claude D. Neilson to reconsider his decision that censored and confined the blogger. The RCFP argued Mr. Shuler’s jailing for contempt of court was an unconstitutional prior restraint on speech in violation of the U.S. Constitution’s First Amendment.

  • SEALED SHUT

Prior Restraint is when the government makes you shut your mouth before you can even open it–more descriptively called “Pre-Publication Censorship.” The RCFP’s letter succinctly laid out the law for one of the most egregious types of censorship and First Amendment violation:

The Supreme Court has never upheld a prior restraint, or a government prohibition on speech. In Nebraska Press Association v. Stuart, it found these bans on speech presumptively unconstitutional and called them “the most serious and the least tolerable infringement on First Amendment rights.” 427 U.S. 539, 558-59 (1976). See also Near v. State of Minnesota ex rel. Olson, 283 U.S. 697, 713 (1931) (calling prior restraint “the essence of censorship.”) The Supreme Court has speculated that prior restraints may only be allowed to prevent disclosure of information that would provide troop locations in wartime or “set in motion a nuclear holocaust.” Id. at 716.

  • MORE TO COME

    First Amendment Freedom Fighters

    First Amendment Freedom Fighters

The blogger’s wife had to take down the blog posts to spring Mr. Shuler out of jail. Mr. Shuler writes well, but I’ll tell you, his posts about the alleged illicit affair were not as torrid, dangerous or inflammatory as an actual nuclear holocaust.

Shuler plans to sue.

More Sources

And because I couldn’t resist, photos at the following respective links are of: Mr. Robert R. Riley and Ms. Liberty Duke
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Appealing Appeals Applied, Attorneys & Lawyers & Counselors, Constitutionally Civil Rights, Contractually Bound, Discovered on Demand, Fraudulently Fooled, Legally Educated, Litigation of Business | Business of Litigation, Technically Lawful, Uncategorized

New Name–New Logo–Same Firm

MKT Law-LOGO

Practical Counsel | Aggressive Protection | Creative Solutions

A Blog about Litigation and Business

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Contractually Bound, Litigation of Business | Business of Litigation

Jùdà de chénggōng–巨大的成功

Great Success

I closed the sale of a Chinese restaurant today. It was a typical seller-financed, small business sale. Actually, it even went a little smoother than usual. Just like every single transaction I have ever done, there is always something (usually plural) that complicates things. If you’re lucky, it is no more than a few minor misunderstandings that are easily repaired with a little extra time, patience and understanding.  But for this deal, there was just one. Kinda big one.

Always Something(s)

The buyer and seller only spoke Chinese. My savior (a/k/a my translator) was a Laotian-American woman who had been in Minnesota for a long time. You could hardly tell English was her third language. Problem was, she’d never dealt with legal lingo before and did not have any related business experience. I spent a little extra time when we first met so I could get all the terms and conditions thoroughly explained to me. It all went from Chinese through the lay translator person and then to me. I was more attuned to the increased possibility for misunderstanding so I double/triple checked everything and made sure I understood. Drawing pictures and hand signals seemed to help. Or maybe they were just being kind and polite? Or maybe it’s funny watching a lawyer do hand signals at a conference table? Or maybe all the above?

Meeting of the Minds

At the end of the meeting, I felt confident I understood how the buyer and seller wanted everything structured. Nonetheless, I set it up so there was plenty of time for the buyer and seller to check and question the documents before the closing with the ability to make changes and with hope it would go off as uneventful as possible. I was a little leery when I got the call to set up the closing because I hadn’t edited anything major in the documents. My first drafts are usually pretty good but there is always something that needs tweaking. Or there is something that wasn’t fully explained, understood or written clearly enough. But everything seemed fine and that made me nervous. Nonetheless, the buyer and seller said they were satisfied. They both had it all translated for themselves. They it all reviewed and thought everything was understood.  I was apprehensive, but set up the closing anyway.

ABC–Always Be Clear

As usual, I explained all the big points in each document to make sure everyone understood everything and agreed before anything was signed. The numbers were the easiest. I didn’t have to say much after passing out the amortization schedule, except pointing out where the payments, interest, maturity date, etc. were located on the page. “If there’s no payment made, then . . .”–seemed like a universal phrase. To answer the question if anything could be changed after today, I shook my head and the translator said no.  I explained (with awesome hand gestures) they call it a “closing” (clasped hands together with finality) because once it’s signed, the deal is shut tight and complete (smack open palm on table top). I seemed understood and was proud of my clarity, with the right touch of drama. But then came the hardest part. The most difficult clause.  Whether I have to explain it to a seller or buyer, a high school drop out or summa cum laude graduate, a doctor or dishwasher, a janitor or engineer I never seem to make it clear.  It’s tough enough when the client speaks English, let alone having it translated into Chinese. It was the dreaded  Indemnification provisions.

Unintelligibly Inarticulate

Because I was so nervous and had built up anticipation to a great degree, I struggled and couldn’t pronounce anything clearly: IN-DEMNE-FACI-ATION. IN-DEMN-ICTA. IN-DEM-NE-FI-CA-TION! Yes! (maybe no one will even noticed if I look stone-faced enough) I took a deep breath and slowed down.  I tried to explain it in plain English that could be translated. Once again, I stumbled and mumbled and was incomprehensible. I got frustrated.  Why words all ran togetherintoone. The frustration made me lose patience. As I was reaching for my pen and yellow pad, to draw something brilliant that would clear everything up–it felt like something snapped in my neck. I felt a spark and it all came clear in my head. I am going to always use this in every sale from here on out. I will use this no matter what the folks at the table speak as a first, second, third or fourth language. This I promise myself.

Recompensations for Indemnification

I will never, ever use the words “indemnification” or “compensate” or “reimbursement.” I will never again say “subsequent” or “consequential.” I will never speak of “preceding” or “antecedent.” I will never use these words again when explaining indemnity clauses to anyone as long as I shall live. In their stead, I will only explain indemnification by using these simple, defined key words:

Preceding means before.

So say before.

Subsequent means after.

So say after.

And indemnification?

Easy.

It means protect and take care of.

So say Protect and Take Care Of. Using these terms everything went well. My words were easily translated with just one phrase apiece. So in the end, today’s closing was a Great Success (巨大的成功). I will use my new terminology from now on since today they Shǐ wǒ shòuyì fěi qiǎn (使我受益匪浅). MKT

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Attorneys & Lawyers & Counselors, Discovered on Demand

Feds move to block discovery in NSA lawsuit

Alternate headlines:

  • Feds Move To Keep NSA Secrets Secret
  • No Discovery Into What NSA Has Discovered
  • NSA Litigation: Move To Block Gathering Information About Information Gathering     And yours? . . .

Feds move to block discovery in National Security Agency surveillance lawsuit.

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